STARBOARD DELIVERS OPEN LETTER TO LIVEPERSON STOCKHOLDERS

Rhea-AI Summary

Starboard Value, a major stockholder of LivePerson (NASDAQ: LPSN) with a 9.7% ownership, has sent an open letter to stockholders expressing significant concerns about the company's corporate culture and governance. The letter emphasizes the need for a reconstituted board, proposing highly qualified nominees to enhance performance, accountability, and governance practices. Starboard filed a preliminary proxy statement with the SEC, urging stockholders to consider its director slate during the upcoming annual meeting. The letter can be read in full at Starboard's official site.

Positive

• Starboard Value owns approximately 9.7% of LivePerson, indicating strong investment interest.
• Starboard's involvement could lead to improved governance and accountability at LivePerson.

Negative

• Concerns highlighted regarding LivePerson's corporate culture and governance.
• Need for a board reconstitution suggests existing governance may be inadequate.

Continues to Believe that Significant Change is Needed at the Company

Highlights Concerns with the Company's Corporate Culture and Governance 

Believes a Reconstituted Board that Includes Starboard's Highly Qualified Nominees is Required to Drive Improved Performance, Accountability, and Best-in Class Governance Practices

NEW YORK, May 9, 2022 /PRNewswire/ -- Starboard Value LP (together with its affiliates, "Starboard"), one of the largest stockholders of LivePerson, Inc. ("LivePerson" or the "Company") (NASDAQ: LPSN), with an ownership interest of approximately 9.7% of the Company's outstanding shares, today announced that it has delivered an open letter to LivePerson stockholders.

The full text of the letter to the Company's stockholders can be viewed at the following link: https://www.starboardvalue.com/wp-content/uploads/Starboard_Value_LP_Letter_to_LPSN_Stockholders_05.09.2022.pdf

About Starboard Value LP
Starboard Value LP is a New York-based investment adviser with a focused and differentiated fundamental approach to investing primarily in publicly traded U.S. companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders. 

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Starboard Value LP, together with the other participants named herein (collectively, "Starboard"), has filed a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2022 annual meeting of stockholders of LivePerson, Inc., a Delaware corporation (the "Company").

STARBOARD STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

The participants in the proxy solicitation are anticipated to be Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard R Value R LP ("Starboard R LP") , Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard Value L LP ("Starboard L GP"), Starboard Value R GP LLC ("Starboard R GP"), Starboard X Master Fund Ltd ("Starboard X Master"), Starboard Value LP, Starboard Value GP LLC ("Starboard Value GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Jeffrey C. Smith, Peter A. Feld, John R. McCormack, Vanessa Pegueros and Yael Zheng.

As of the close of business on May 9, 2022, Starboard V&O Fund beneficially owned directly 4,098,775 shares of Common Stock, par value $0.001 per share, of the Company (the "Common Stock"). As of the close of business on May 9, 2022, Starboard S LLC directly owned 589,370 shares of Common Stock. As of the close of business on May 9, 2022, Starboard C LP directly owned 364,260 shares of Common Stock. Starboard R LP, as the general partner of Starboard C LP may be deemed the beneficial owner of an aggregate of 364,260 shares of Common Stock owned by Starboard C LP. As of the close of business on May 9, 2022, Starboard L Master directly owned 253,094 shares of Common Stock. Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 253,094 shares of Common Stock owned by Starboard L Master. Starboard R GP, as the general partner of Starboard R LP and Starboard L GP, may be deemed the beneficial owner of an aggregate of 617,354 shares of Common Stock owned by Starboard C LP and Starboard L Master. As of the close of business on May 9, 2022, Starboard X Master directly owned 945,388 shares of Common Stock. As of the close of business on May 9, 2022, 754,113 of Common Stock were held in an account managed by Starboard Value LP (the "Starboard Value LP Account"). Starboard Value LP, as the investment manager of each of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of an aggregate of 7,005,000 shares of Common Stock directly owned by Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of 7,005,000 shares of Common Stock directly owned by Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account. As of the close of business on May 9, 2022, Mr. McCormack directly beneficially owned 950 shares of Common Stock. As of the close of business on May 9, 2022, Ms. Pegueros directly beneficially owned 1,349 shares of Common Stock. As of the close of business on May 9, 2022, Ms. Zheng directly beneficially owned 3,000 shares of Common Stock held in a revocable trust she serves as co-trustee for with her husband.

Investor contacts:
Peter Feld, (212) 201-4878
Prithvi Reddy, (212) 201-6231
www.starboardvalue.com

View original content:https://www.prnewswire.com/news-releases/starboard-delivers-open-letter-to-liveperson-stockholders-301542511.html

SOURCE Starboard Value LP

FAQ

What are Starboard Value's main concerns regarding LivePerson (LPSN)?

Starboard Value has expressed concerns about LivePerson's corporate culture and governance, emphasizing the need for significant change.

What percentage of shares does Starboard Value own in LivePerson?

Starboard Value owns approximately 9.7% of LivePerson's outstanding shares.

What action has Starboard Value taken regarding LivePerson's board?

Starboard Value has filed a preliminary proxy statement to solicit votes for electing its slate of director nominees.

Where can I read Starboard's open letter to LivePerson stockholders?

The full text of Starboard's open letter can be read on their official website.

What does Starboard Value propose for LivePerson's governance?

Starboard proposes a reconstituted board that includes its highly qualified nominees to improve governance practices.